Opinion of the court by

The only question involved is whether the defendant, having made the subscription referred to, could afterwards withdraw it and free himself from liability by notifying the agent who had the subscription list in charge.

It is said in Beach on Corporations, sec. 549, that where a subscription is made with full knowledge of the purpose and scope of the undertaking, and has been acted *706 upon by other subscribers, it is irrevocable, and that consequently, the consent of all the other subscribers is necessary to effect a valid cancellation of a subscription contract. (New Albany & S. R. Co. v. McCormick, 10 Ind. 499; Hughes v. Antieiam M. Co. 34 Md. 316; Robinson v. Pittsburg R. Co. 32 Pa. St. 334; 72 Am. Dec. 772; Zirkel v. Joliet etc, Co. 79 Ill. 334.)

And in sec. 512, that a subscription by a number of persons to the stock of a corporation to be thereafter formed by them, constitutes a contract between the subscribers to become stockholders when the corporation is formed, upon the conditions expressed in the agreement, and is irrevocable from the date of subscription. (Minneapolis T. M. Co. v. Davis, 40 Minn. 110; Starrett v. Rockland, etc. Co. 65 Me. 374, Buffalo etc. R. R. Co. v. Gifford, 87 N. Y. 294.)

It is said in Morawetz on Private Corporations, sec. 260, that the “contract between the different subscribers depends for its validity upon the' statute under which the corporation is formed, and not merely upon the common law; and it seems but a reasonable inference that the intention of the legislature in providing for the opening of stockbooks was to make a subscription binding from the time it was made. Otherwise, the greatest facility would be given for practicing frauds upon innocent subscribers, by means of subscriptions intended merely as a decoy.”

And it was said in Lake Ontario R. R. Co. v. Mason, 16 N. Y. 463, that:

“If the contract to pay for and take the stock was a valid contract, made upon a sufficient cob si deration, then his subscription was not open to revocation.”

*707 And it is said in Beach on Private Corporations, sec. 531, that: “Parol evidence is not admissible to vary the terms of a subscription to the capital stock of a corporation, or to show a discharge therefrom in any manner other than that required by the terms of subscription, charter and by-laws,” and that all separate agreements inconsistent with the written contract are void, whether verbal or in writing.

And it is provided in our own statute, that a subscription to the stock of a corporation about to be formed, is to be held for the benefit of the corporation, when it is formed, and may be enforced by it. (Statutes of Oklahoma, 1893, sec. 942, p. 230.)

The.defendant, therefore, having signed a contract for the same, as averred in the bill of particulars, of one hundred dollars, and it having been expressly agreed in the contract, that the “first party will not be responsible for any pledges, promises or interpretations made by its agents or representatives that do not appear in this contract, as a final part thereof, either in print or in writing,” and that the agent who carried the subscription paper which the defendant signed, was an agent “for that special purpose only,” that is, “for the purpose of obtaining subscriptions thereto,” and that he had no power to release the defendant from his written subscription; that the terms of the contract cannot be varied by the oral notice; that the corporation is not bound by it; that the subscription has not been discharged, but is binding upon the defendant; and that the corporation, having erected the factory proposed, according to the terms of the contract, is entitled to the payment of the subscription made by the defendant; and the *708 judgment of the lower court is, therefore, reversed, and. the cause remanded with direction to enter judgment for the plaintiff company.